Jackson Hole Traders, Inc. v. Joseph

931 P.2d 244, 34 U.C.C. Rep. Serv. 2d (West) 306, 1997 Wyo. LEXIS 18, 1997 WL 29589
CourtWyoming Supreme Court
DecidedJanuary 28, 1997
Docket96-58
StatusPublished
Cited by5 cases

This text of 931 P.2d 244 (Jackson Hole Traders, Inc. v. Joseph) is published on Counsel Stack Legal Research, covering Wyoming Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Jackson Hole Traders, Inc. v. Joseph, 931 P.2d 244, 34 U.C.C. Rep. Serv. 2d (West) 306, 1997 Wyo. LEXIS 18, 1997 WL 29589 (Wyo. 1997).

Opinion

MACY, Justice.

Appellants Jackson Hole Traders, Inc., David Speaks, and Elizabeth Speaks appeal from the judgment which was entered in favor of Appellee Catherine Joseph, who was doing business as Metro Classics.

We affirm in part and reverse in part.

ISSUES

Appellants present the following issues for our review:

I. Did the • trial court violate [Appellants’] due process rights by disallowing them an adequate opportunity to defend [Appellee’s] lawsuit?
II. Did the trial court err when it concluded, as a matter of law, that the Uniform Commercial Code applied to the contracts between the parties when the contracts were for labor and services and not goods?
III. Did the trial court err when it determined, as a matter of law, that [Appellants] David W. Speaks and Elizabeth Speaks were individually liable for the debts of their corporation when the trial court made no findings to support such a conclusion, and the evidence at trial was to the contrary?

FACTS

The trial court summarized the evidence in its findings of fact and conclusions of law. We quote from the relevant portions of the judgment:

1. [Appellee] does business as Metro-Classics, and she is a resident of the state of New York. [Appellee] designs and manufactures men’s and women’s clothing.
2. In the manufacturing process [Ap-pellee] makes some of the clothing herself, but on large orders subcontracts various steps in the manufacturing process, including grading of patterns, cutting, and sewing.
3. [Appellant] Jackson Hole Traders, Inc., is a Wyoming corporation and [Appellants] David W. Speaks and Elizabeth Speaks are corporate officers and apparently share holders.
4. [Appellants] operate[ ] a clothing store in Jackson, Wyoming known as Jackson Hole Traders, which sells clothing for men and women through a retail store and through a mail-order catalogue business.
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*246 6. [Appellants] from time to time hire clothing manufacturers to manufacture clothing to sell in their store and through their mail-order catalogue.
7. In 1993 [Appellants] contracted with [Appellee] to design and/or manufacture clothing to sell in their store, and this was accomplished by [Appellee] to the mutual satisfaction of the parties.
8. In the Spring of 1994, [Appellants] and [Appellee] discussed a large order of clothing to be manufactured by [Appellee].
9. Pursuant to these discussions, [Ap-pellee] had a pattern maker work on the patterns and [Appellee] manufactured certain samples of about fourteen different styles, which samples were used by models for [Appellants] and photographed for a Fall/Winter catalogue on or about May 20, 1994.
10. On or about May 24, 1994, [Appellant] Elizabeth Speaks called [Appellee] on the telephone, and during an approximately sixty-seven minute phone conversation, tentative quantities of clothing items were discussed. [Appellee] was to supply certain fabric for some of the clothing and [Appellants] were to order and supply the remaining fabric.
11. In early March, 1994, [Appellants] placed an order for several hundred yards of fabric from Woolrich to be used in the manufacture of clothing by [Appellee]. [Appellants] failed and refused to provide sufficient financial background information for Woolrich to immediately extend to them credit. Several weeks of correspondence and exchange of information occurred, delaying the shipping of the Wool-rich fabric to [Appellee] by approximately six weeks.
12. During the telephone conversation of May 24, [Appellee] and Elizabeth Speaks discussed fitting of the patterns, changes to the patterns and quantities of clothing.
13. [Appellee] thereafter initiated a credit check of [Appellants] and on or about June 10, 1994, [she] went to her banker to secure a $50,000.00 loan to be used to produce the clothing for [Appellants] and other customers. At that time [Appellee] had nothing in writing from [Appellants] and her bank required her to obtain the same.
14. [Appellee] informed [Appellants] that she would require their orders to be in writing and on or about June 21, 1994 [Appellants] caused written purchase orders to be communicated to [Appellee] for approximately nine hundred items of clothing to be manufactured by [Appellee]. One purchase order recited a cancellation date of July 30, 1994, and the remaining orders specified August 15, 1994. There were five purchase orders in all.
15. It is customary in the clothing business for delivery dates of clothing for the Fall season to be made from July through the end of September. Up until the point that the written purchase orders had been transmitted to [Appellee], there had been no discussion between [Appellee] and [Appellants] with regard to cancellation or delivery dates.
16. A cancellation date in an order is a date specified by the parties, and if the order is not delivered by that date, the purchaser has the option of returning the goods and cancelling the order or negotiating other terms.
17. When [Appellee] received the five purchase orders with the cancellation date[s] she spoke on the telephone with [Appellant] Elizabeth Speaks and advised her that she could not meet those cancellation dates. [Appellant] Elizabeth Speaks agreed to move each of the dates by fifteen days. [Appellee] informed her that it would be helpful but she could not get all of the items there by August 30, 1994. [Appellant] Elizabeth Speaks by her own admission told [Appellee] to “do the best you can.” Thereafter the parties understood that the cancellation date of August 30, 1994 could not be met by [Appellee].
18. [Appellee] testified that it takes her approximately ten to twelve weeks from the time something is ordered to go through the entire process through production.
19. During the production of the clothing by [Appellee] she experienced some problems with some of the Woolrich fabric *247 known as Blue Ombre, which was a plaid pattern, and which during the mass production of the cutting process, produced problems in lining up the lines on the plaid fabric at the seams. [Appellee] communicated this problem to [Appellant] Elizabeth Speaks during the production process and was told to do the best she could.
20. The first shipment of clothing to [Appellants] from [Appellee] went out on July 18, 1994 and shipments continued thereafter through the end of October, 1994. Part of these items of clothing delivered were a supplemental holiday order which was placed after the initial order by [Appellants] with [Appellee].
21.

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Bluebook (online)
931 P.2d 244, 34 U.C.C. Rep. Serv. 2d (West) 306, 1997 Wyo. LEXIS 18, 1997 WL 29589, Counsel Stack Legal Research, https://law.counselstack.com/opinion/jackson-hole-traders-inc-v-joseph-wyo-1997.